Exhibit 10.3


 


DEFERRED COMPENSATION AGREEMENT


 


This Deferred Compensation Agreement
(“Agreement”) is entered into as of this 4th day of November 1994, by and
between the National Consumer Cooperative Bank, a corporation organized under
the laws of the United States ( “the Bank” ) and Charles E. Snyder, a resident
of Virginia.


 


Mr. Snyder has been employed by the Bank as
its President since January, 1992, prior to which he was Chief Financial
Officer.  During the period of his
presidency, the Bank’s financial condition and results operations have improved
from prior periods and have been very satisfactory, and the Bank desires to
provide incentives for Mr. Snyder’s continued service as its President.


 


It is therefore agreed as follows:


 


1.                                 The Bank agrees to continue
to employ Mr. Snyder as its President, and Mr. Snyder agrees to continue to
serve the Bank in that capacity, beginning as of November 4, 1994, and
continuing until such employment is terminated by either party on at least 90
days prior written notice to the other.


 


2.                                 During the term of his
employment, Mr. Snyder shall devote substantially all of his time, attention,
skill and efforts to the performance of his duties for and on behalf of the
Bank.


 


3.                                       The
Bank shall pay Mr. Snyder during the term of his employment, such salary,
incentive compensation, and related employee benefits as the Board may
reasonably determine, from time to time, such compensation to be in the form of
both current and deferred compensation. 
The deferred compensation will be payable as provided in paragraphs 4
and 5, hereof.  The amount of
compensation deferred during 1994 shall be $25,000, pursuant to paragraph 4(f)
, below.


 


4 .                                    The
Bank, on December 31 of each year , beginning 1994, during which full year Mr.
Snyder is employed with the Bank, shall credit to an account (“the Deferred
Compensation Account” ) the amount determined pursuant to subparagraph (f),
below (“the Annual Credit”) . The Deferred Compensation Account shall be
established and maintained, by agreement between Mr. Snyder and the Bank made
no later than December 31 , 1994 , in accordance with either subparagraph (a) ,
(b) or (c) of this paragraph.


 


(a)                                  The
Deferred Compensation Account shall be established and maintained by the Bank’s
crediting a book reserve account with (i) each Annual Credit, and (ii), on the
last day of each calendar quarter commencing March 31, 1995, an amount (“the
Quarterly Credit”) equal to interest upon the total amount previously credited
to the Deferred Compensation Account (which amount, as of


 


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the date of each Quarterly Credit, shall
comprise the aggregate of all previous Annual Credits and quarterly Credits).
Interest for purposes of a Quarterly Credit shall be computed at a rate equal
to 100 basis points in excess of the yield on a five year U.S. Treasury Note
with a maturity date on or nearest to the date of such Quarterly credit, as
reported in the Wall Street Journal or similar publication. Quarterly
credits shall continue to be made to the Deferred Compensation Account,
irrespective of the continued employment of Mr. Snyder, so long as the deferred
Compensation Account has a balance in excess of $5,000.


 


                 (b)                                 As
an alternative to subparagraph (a) , the Deferred Compensation Account shall be
established and maintained by the Bank’s depositing each Annual Credit in an
interest—earning deposit account at a federally insured financial institution
selected by the Bank, which account shall be in the name of and shall remain
the property of the Bank. The Bank shall use its best efforts to obtain a yield
upon such account at least equal to that stated in subparagraph (a) hereof. All
interest credited to such deposit account shall become part of the Deferred
Compensation Account.


 


(c)                            The
Bank may establish an irrevocable trust with a third-party trustee, pursuant to
Rev. Proc. 92-64 issued by the Internal Revenue Service, to provide for all or
a portion of the Bank’s obligations hereunder. For purposes of any provision
herein referring to the Deferred Account, the assets of such trust shall be
considered a part of the Deferred Account. The assets of such trust shall be
held and invested in accordance with the terms of such trust.  The assets of any such trust, however, shall
remain available to satisfy the claims of the Corporation’s general creditors.
Mr. Snyder’s rights to those assets will be limited to the rights of a general
creditor of the Bank. Neither Mr. Snyder, his spouse, or any beneficiary of Mr.
Snyder may in any manner encumber, pledge, assign, transfer or dispose of the
right to receive any payment under this Agreement or from any Trust established
pursuant hereto.


 


(d)                           The
Bank shall, promptly after the end of each calendar quarter, provide or cause
to be provided to Mr. Snyder a statement of the balance contained in the
Deferred Compensation Account as of the end of such quarter and of the current
yield on such Account for such quarter.


 


(e)                            The
Deferred Compensation Account, whether established and maintained in accordance
with subparagraph (a) or (b), above, shall in no event be considered as a trust
or escrow account for Mr. Snyder or his Beneficiary or as creating a claim by
Mr. Snyder or such Beneficiary against, or any property interest in, any
specific assets of the Bank, including, without limitation, any assets
maintained in such Account.


 


(f)                                    The
Annual Credit for 1994 shall be $25,000. Prior to January 1 , of each year
beginning 1995 , Mr. Snyder will advise the Bank in writing of the


 


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amount or percentage of his compensation for
services to be performed in the following year that shall be defined as the
Annual Credit for such year. In the absence of timely receipt by the Bank of
such advice from Mr. Snyder, the amount of the Annual Credit for a year shall
be an amount equal to 10 percent of Mr. Snyder’ s salary plus bonus for such
year.


 


5.                                          Beginning on
a date three months after the date of Mr. Snyder’s retirement or other
termination of employment with the Bank , and on the same date in each
succeeding year as provided in this paragraph 5, the Bank shall make annual
payments to Mr. Snyder of deferred compensation from the Deferred Compensation
Account. Each annual payment shall be in an amount equal to the greater of (a)
$25,000 or (b) 20 percent of the balance contained in the Deferred Compensation
Account as of the date such annual payment is to be made; provided that, if, on
any such date, the balance in the Deferred Compensation Account is less than
$25,000, then the annual payment shall be a final payment in the amount of such
balance. In the event of the death of Mr. Snyder prior to the date of final
payment hereunder, the remaining balance in the Deferred Compensation Account
shall be paid to his beneficiary on the earlier of the 60th day after Mr.
Snyder’s date of death or the next annual payment date after the date of Mr.
Snyder’s death.


 


6.                                          For purposes
of this Agreement, Mr. Snyder’s Beneficiary shall be the person or persons
designated by Mr. Snyder from time to time as his Beneficiary hereunder on
forms provided by the Bank; provided that, if no effective form is on file with
the Bank’s personnel office, or if the designated beneficiary or beneficiaries
predecease Mr. Snyder or fail to survive the payment dates hereunder, the
Beneficiary shall be deemed to be Mr. Snyder’s estate. Any designation of
Beneficiary hereunder may be changed without the consent of any prior
Beneficiary.


 


7.                                          The right of
Mr. Snyder or any other person to the payment of deferred compensation
hereunder shall not be assigned, transferred, pledged, or encumbered except by
testamentary instrument or by the laws of descent and distribution. Any
attempted assignment, transfer, encumbrance or attachment of any rights
hereunder shall be null and void.


 


8.                                          Any deferred
compensation payable under this Agreement shall not be deemed salary or other
compensation to Mr. Snyder for the purpose of computing benefits to which he
may be entitled under any pension plan or other arrangement of the Bank for the
benefit of its employees.


 


9.                                          This
Agreement shall be binding upon and inure to the benefit of the Bank, its
successors and assigns and Mr. Snyder, his heirs, executors and administrators.
The parties hereto may, by a writing executed by them, amend or modify this
Agreement without the consent of any other person.


 


10.                                    This Agreement
shall be construed in accordance with and governed by the laws of the District
of Columbia. It may be revoked or modified in whole or in part only by a
writing signed by the parties hereto.


 


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In Witness Whereof the Bank has caused this
Agreement to be duly executed and Mr. Snyder has duly executed this Agreement
as of the 4th day of November, 1994.


 


 


	
   

  	
  NATIONAL
  CONSUMER COOPERATIVE BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Jeremiah J. Foley

  
	
   

  	
   

  	
  Chairman of the Board

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Charles E. Snyder

  
					



 


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